ROBK Rotate Black Inc (CE)

Empiric Core Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited)

December 31, 2013

Shares

 Value

COMMON STOCK - 97.6 %

AIRLINES - 3.2 %

11,800

Allegiant Travel Co.

 $                          1,244,192

BIOTECHNOLOGY - 9.6 %

14,127

Epizyme, Inc.  *  

                                 293,842

77,100

Myriad Genetics, Inc.  *  

                              1,617,558

16,600

United Therapeutics Corp.  *  

                              1,877,128

                              3,788,528

BUILDING MATERIALS - 4.2 %

18,700

Lennox International, Inc.

                              1,590,622

2,600

US Concrete, Inc.  *  

                                   58,838

                              1,649,460

BUSINESS EQUIPMENT - 2.0 %

49,500

Steelcase, Inc.  *  

                                 785,070

COMMERCIAL SERVICES - 17.1 %

31,511

Albany Molecular Research, Inc.  *  

                                 317,631

5,000

Consolidated Graphics, Inc.  *  

                                 337,200

30,164

Convergys Corp.

                                 634,952

9,600

Corvel Corp.  *  

                                 448,320

35,300

Euronet Worldwide, Inc.  *  

                              1,689,105

29,700

Heartland Payment Systems, Inc.

                              1,480,248

13,800

Kforce, Inc.

                                 282,348

26,677

VistaPrint NV  *  

                              1,516,587

                              6,706,391

ELECTRIC - 0.3 %

10,900

Pike Corp. *

                                 115,213

ELECTRICAL COMPONENTS & EQUIPMENT - 0.6 %

8,000

SunPower Corp. - Cl. A  *  

                                 238,480

ENTERTAINMENT - 3.9 %

78,800

Regal Entertainment Group - Cl. A

                              1,532,660

FOOD - 8.0 %

97,100

Pilgrim's Pride Corp.  *  

                              1,577,875

21,603

Sanderson Farms, Inc.

                              1,562,545

                              3,140,420

HEALTHCARE-PRODUCTS - 3.3 %

151,300

Affymetrics, Inc. *

                              1,296,641

HEALTHCARE-SERVICES - 3.6 %

42,400

HealthSouth Corp.

                              1,412,768

INSURANCE - 0.8 %

1,210

Amtrust Financial Services, Inc.

                                   39,555

19,500

Universal Insurance Holdings, Inc.

                                 282,360

                                 321,915

INTERNET - 3.8 %

21,900

IAC/InterActiveCorp

                              1,504,311

MISCELLANEOUS MANUFACTURING - 1.5 %

13,300

American Railcar Industries, Inc.

                                 608,475

PACKAGING & CONTAINERS - 3.9 %

24,300

Packaging Corp. of America

                              1,537,704

PHARMACEUTICALS - 8.5 %

51,000

Lannett Co., Inc.  *  

                              1,688,100

27,100

Omnicare, Inc.

                              1,635,756

                              3,323,856

RETAIL - 8.1 %

21,900

Domino's Pizza, Inc.

                              1,525,335

33,700

GameStop Corp. - Cl. A

                              1,660,062

                              3,185,397

SEMICONDUCTORS - 8.0 %

76,900

Cirrus Logic Inc.  *  

                              1,571,067

91,800

OmniVision Technologies, Inc.  *  

                              1,578,960

                              3,150,027

SOFTWARE - 3.2 %

74,100

AVG Technologies NV  *  

                              1,275,261

TELECOMMUNICATIONS - 4.0 %

301,900

RF Micro Devices, Inc.  *  

                              1,557,804

TOTAL COMMON STOCK (Cost $36,341,190)

                         38,374,573

REAL ESTATE INVESTMENT TRUST - 2.0 %

18,900

Potlach Corp. (Cost $791,254)

                               788,886

SHORT-TERM INVESTMENT - 0.9 %

360,448

Fidelity Institutional Money Market Fund - Institutional Class 0.08% (a) (Cost $360,448)

                               360,448

TOTAL INVESTMENTS - 100.5 % (Cost $37,492,892)(b)

 $                        39,523,907

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.6) %

                               (218,084)

TOTAL NET ASSETS - 100.0%

 $                      39,305,823

*   Non-Income producing security.

(a) Money market fund; interest rate reflects the seven-day effective yield on December 31, 2013.

(b) Represents cost for financial reporting purposes.  Aggregate cost for federal tax purposes is $37,861,357 and differs from market value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation:

 $                          2,884,879

Unrealized depreciation:

(485,399)

Net unrealized appreciation:

 $                          2,399,480

Empiric Core Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

December 31, 2013

Securities Valuation - Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ, at the NASDAQ Official Closing Price (“NOCP”).  In the absence of a sale, such securities shall be valued at the last bid price on the day of valuation.  Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Board of Trustees (the “Board”) using methods which include current market quotations from a major market maker in the securities and based on methods which include the consideration of yields or prices of securities of comparable quality, coupon, maturity and type.  The Fund may invest in portfolios of open-end or closed-end investment companies and exchange traded funds (the “underlying funds”).  Open-end funds are valued at their respective net asset values as reported by such investment companies. The underlying funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the Boards of the underlying funds. The shares of many closed-end investment companies and exchange traded funds, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share.  The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company or exchange traded funds purchased by the Fund will not change.  Short- term debt obligations having 60 days or less remaining until maturity, at time of purchase, are valued at amortized cost, provided such valuations represent fair value. Options are valued at their closing price on the exchange they are traded on. When no closing price is available, options are valued at their mean price.

In unusual circumstances, instead of valuing securities in the usual manner, the Fund may value securities at “fair value” as determined in good faith by the Fund’s Board, pursuant to the procedures (the “Procedures”) approved by the Board.  The Procedures consider, among others, the following factors to determine a security’s fair value: the nature and pricing history (if any) of the security; whether any dealer quotations for the security are available; and possible valuation methodologies that could be used to determine the fair value of the security.    Fair value may also be used by the Board if extraordinary events occur after the close of the relevant world market but prior to the New York Stock Exchange close.

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis.  GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1 for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.  The following tables summarize the inputs used as of December 31, 2013, for the Fund’s assets and liabilities measured at fair value:

 Assets

 Level 1

 Level 2

 Level 3

 Total

Common Stocks

 $      38,374,573

 $                     -

 $                     -

 $ 38,374,573

Real Estate Investment Trust

             788,886

                        -

                        -

        788,886

Short-Term Investment

             360,448

                        -

                        -

        360,448

Total

 $      38,374,573

 $                     -

 $                     -

 $ 39,523,907

There were no transfers in to or out of Level 1 or Level 2 during the current period presented. It is the Fund's policy to record transfers between Level 1 and Level 2 at the end of the reporting period.

The Fund did not hold any Level 3 securities during the period.